Business Data Input Document

BUSINESS DATA INPUT DOCUMENT

Parties and Business Information

This Business Data Input Document (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, First Party is engaged in the business of providing business data, analytics, and related deliverables; and

WHEREAS, Second Party requires certain business data, including but not limited to customer lists, transaction records, and operational metrics, which the parties intend to exchange under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, delivery, payment, confidentiality, and other commercial terms governing the provision and use of such business data.

Scope of Work

First Party shall provide the business data and related services as described below. Parties agree that the scope may be amended only in writing signed by authorized representatives of both parties.

Payment Terms

In consideration for the services and data provided, Second Party will pay First Party in accordance with the terms set forth below.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective upon days' failure to cure following written notice.

Confidentiality

"Confidential Information" means all non-public business, technical and financial information disclosed by either party to the other in any form that is designated confidential or that, by its nature, would reasonably be considered confidential. Confidential Information includes, without limitation, customer lists, pricing, marketing plans, data sets, algorithms, and trade secrets.

Receiving Party shall: (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of Receiving Party; (ii) was already lawfully in Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information. In the event of a legal obligation to disclose Confidential Information, Receiving Party shall provide prompt notice to Disclosing Party and cooperate, at Disclosing Party's expense, in seeking protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of months, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Data Accuracy and Use

First Party warrants that, to the best of its knowledge, the data delivered under this Agreement will conform in all material respects to the descriptions provided in the Scope of Work at the time of delivery. First Party does not warrant that data is error-free; First Party will use commercially reasonable efforts to correct material defects reported in writing within 30 days of delivery.

Second Party shall not (a) resell or sublicense the data except as expressly permitted in writing; (b) reidentify anonymized data; or (c) use the data in violation of applicable law. Any permitted onward transfer of data shall be subject to confidentiality obligations no less protective than those in this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality obligations, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the amounts actually paid by Second Party to First Party under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve any disputes through negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in accordance with the agreement of the parties.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and shall be reformed only to the extent necessary to make them enforceable while preserving the parties' intent.

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